Vendor Agreement

Version
2.3
Effective
2026-07-04

VENDOR AGREEMENT (MASTER)

Between OnGuard Technologies, Inc. and [Vendor Legal Name]

RECITALS

A. OnGuard Technologies, Inc., a Delaware corporation with its principal office at 1066 Woods Bog Ave, Middleton, ID 83644 ("OnGuard"), operates a software-as-a-service technology platform (the "Platform") that enables businesses ("Clients") to discover, contract with, and coordinate security services from independently owned and licensed security companies and their security personnel.

B. [Vendor Legal Name], a [State] [entity type] ("Vendor"), is an independently owned and operated security services business that holds all licenses required to provide security services in the jurisdictions in which it operates and is the sole employer of its security personnel ("Guards").

C. OnGuard is a SaaS platform and is not a security services provider, a staffing agency, an employer of any Guard, or a joint employer with Vendor. Vendor is and at all times remains the sole and exclusive employer of its Guards under applicable law (including, in California, the Private Security Services Act, Cal. Bus. & Prof. Code §§ 7580 et seq.). OnGuard does not direct or control the manner or means by which Vendor or its Guards perform security services.

D. The parties intend that their relationship qualify for the business-to-business exemption under Cal. Lab. Code § 2776 and equivalent exemptions in other jurisdictions, such that any worker-classification analysis is performed under the multifactor test of S.G. Borello & Sons, Inc. v. Dep't of Indus. Rels., 48 Cal.3d 341 (1989), and Vendor remains the sole employer of its Guards.

In consideration of the mutual covenants set forth herein, the parties agree as follows.

1. DEFINITIONS

1.1 "Client" means a business using the Platform to engage Vendor for security services.

1.2 "Guard" means an individual security professional employed or lawfully engaged by Vendor to perform security services.

1.3 "Platform" means OnGuard's software-as-a-service platform.

1.4 "Services" means security services provided by Vendor to Clients (NOT services provided by OnGuard).

2. INDEPENDENT CONTRACTOR; SOLE EMPLOYER (CORE PROTECTION)

2.1 Independent Contractor. Vendor is an independent contractor. Vendor, its employees, contractors, officers, and Guards are not employees, agents, partners, or joint venturers of OnGuard.

2.2 Sole Employer. Vendor is and at all times remains the sole and exclusive employer (or, where lawful, independent-contractor engager) of each Guard on its roster. Vendor retains sole discretion and control over the hiring, supervision, discipline, training, scheduling, evaluation, compensation, benefits, and termination of its Guards. Vendor is solely responsible for payroll, employment taxes, workers' compensation insurance, employer's liability insurance, wage-and-hour compliance, anti-discrimination compliance, leave law compliance, and all other employment-related obligations.

2.3 No OnGuard Control. OnGuard does not direct or control the manner or means by which Vendor or its Guards perform Services. Platform features (matching, scheduling visibility, messaging, ratings, document storage, payment routing) are informational and coordination aids only. Final assignment, scheduling, supervision, discipline, training, and pay decisions concerning Guards rest exclusively with Vendor.

2.4 No Exclusivity. Nothing in this Agreement restricts Vendor from providing security services to Clients, end-users, or other counterparties outside the Platform, or from continuing pre-existing business relationships. OnGuard does not require Vendor exclusivity.

2.5 OnGuard as Document-Storage and Electronic-Signature Infrastructure. From time to time, Vendor may use the Platform's document-storage and electronic-signature tooling to upload, retain, and obtain Guard counter-signature on Vendor's own employment agreement with its Guards. OnGuard provides electronic-signature and document-storage tooling only. OnGuard does not draft, review, modify, audit, validate, parse, recommend, endorse, or supply a template for the content of any such Vendor-Guard employment agreement, and any such agreement is the sole responsibility of Vendor as the employer. Vendor acknowledges and agrees that (a) the contents and legal adequacy of Vendor's employment agreement (including, without limitation, wage, hour, classification, leave, benefits, arbitration, restrictive-covenant, and worker-safety terms) are Vendor's responsibility, (b) OnGuard's hosting of the file and the signature surface does not create any employment, joint employment, agency, partnership, joint venture, co-employer, staffing-agency, labor-contractor, or paymaster relationship between OnGuard and Vendor or between OnGuard and any Guard, (c) any Platform compliance gate keyed to whether such an agreement is on file is a passive, binary indicator (present/absent) and is not an OnGuard validation or endorsement of the agreement's substantive content, and (d) Vendor will not represent to any Guard, Client, regulator, or other third party that OnGuard has reviewed, approved, drafted, or endorsed Vendor's employment agreement.

3. VENDOR REPRESENTATIONS AND WARRANTIES

Vendor represents and warrants, as of the Effective Date and during performance, that:

3.1 It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and has authority to enter this Agreement.

3.2 It holds all licenses, permits, and authorizations required to provide Services in each jurisdiction of operation, including (where applicable) a Private Patrol Operator license under Cal. Bus. & Prof. Code § 7582 or Proprietary Security Employer registration under § 7574.01.

3.3 It maintains policies and procedures for compliance with applicable wage-and-hour, labor, licensing, safety, anti-discrimination, and privacy laws.

3.4 Each Guard assigned to a Client engagement holds the qualifications, training, and valid credentials represented on the Platform (e.g., BSIS guard-card registration under Cal. Bus. & Prof. Code § 7583.6 where applicable).

3.5 All information, documents, and credentials provided to OnGuard or Clients are true, accurate, and not misleading.

3.6 It will comply with the FCRA (15 U.S.C. §§ 1681 et seq.) and applicable state consumer-reporting laws when obtaining background checks. OnGuard is not a consumer reporting agency; Vendor is the user of any consumer report obtained for an applicant Guard.

4. ENGAGEMENTS AND PERFORMANCE STANDARDS

4.1 Acceptance of Engagements. Vendor may accept job requests from Clients through the Platform. Each accepted engagement forms a direct contract between Vendor and Client for security services, governed by applicable law and the minimum obligations stated herein.

4.2 Performance Standards. Vendor shall perform Services professionally, in compliance with industry standards, Client site rules, and all applicable laws.

4.3 Subcontracting. Vendor shall not subcontract its obligations under any Client engagement without OnGuard's prior written consent and the Client's consent where required. Any permitted subcontractor is bound by Vendor's obligations under this Agreement.

4.4 Quality Flags and Marketplace Curation; No Employment Action by OnGuard.

(a) Quality Flags; Marketplace Curation. The Platform provides tools that allow Vendor to flag a Guard on Vendor's own roster — manually, or automatically upon conditions that Vendor configures (for example, an expired required credential, or an average rating below a threshold that Vendor sets) — which pauses the Platform's routing of Vendor's own requests and opportunities to that Guard. Vendor raises and clears these flags in Vendor's capacity as employer; a flag is a workforce-management tool that Vendor operates, is not an action, determination, evaluation, or endorsement by OnGuard, and does not change any Guard's employment status. Separately, where the Platform surfaces opportunities that OnGuard brokers or routes on a cross-Vendor basis, OnGuard may, in its sole discretion as marketplace operator and based on objective metrics including (without limitation) Client ratings, check-in compliance, GPS data integrity, no-show frequency, and dispute history, curate participation in that brokered marketplace. Whether a routing pause originates from a Vendor-controlled flag or from OnGuard's marketplace curation, it is a marketplace participation matter and does not constitute employment action, discipline, suspension, evaluation, or termination of any Guard by OnGuard. Each pause is communicated to Vendor, not directly to any Guard; Vendor remains free to deploy any affected Guard outside the Platform and to determine the appropriate response, if any, under Vendor's own employment policies.

(b) Vendor as Sole Employer. Vendor is and at all times remains the sole employer of each Guard on its roster. Vendor retains exclusive authority over hiring, discipline, supervision, scheduling outside the Platform, training, compensation, termination, and all other employment matters. OnGuard does not direct, supervise, discipline, train, compensate, or terminate any Guard, and nothing in this § 4.4 confers any such authority on OnGuard.

(c) Platform Tools. The Platform includes integrated workforce-coordination features that capture data about a Guard's shift activity, including (without limitation) scheduling, shift check-in and check-out, GPS location, location "breadcrumb" capture during a shift, movement detection, and similar workforce-coordination functionality (collectively, the "Platform Tools"). The Platform Tools are integrated features of the Platform and are not optional add-ons; Vendor's use of the Platform includes use of the Platform Tools that are active for Vendor's account on the Platform.

Vendor uses the Platform Tools in Vendor's capacity as employer of its Guards, in the same manner that Vendor would use any third-party workforce-management software (e.g., Connecteam, Deputy, When I Work) that Vendor deployed for its workforce. Accordingly:

(i) Vendor is responsible for obtaining its Guards' informed consent to the data collection performed by the Platform Tools and for complying with applicable privacy, wiretap, surveillance-disclosure, employee-monitoring, and labor-law obligations in each jurisdiction of operation;

(ii) Vendor — not OnGuard — determines whether and how to act on data captured through the Platform Tools with respect to any individual Guard, including any disciplinary, performance-management, counseling, training, scheduling, or other employment decision based on such data;

(iii) Vendor bears sole responsibility for any employment, privacy, or labor-law consequences arising from its Guards' use of the Platform Tools, from the data captured by them, or from any action taken (or not taken) by Vendor on the basis of such data; and

(iv) OnGuard's use of Platform Tool data is limited to operating the Platform — including, without limitation, surfacing the data to Vendor, operating the routing and Client-coordination features, billing, and exercising the marketplace-participation discretion described in Section 4.4(a). OnGuard does not direct, supervise, discipline, or compel any individual Guard's use of the Platform Tools, and OnGuard does not take employment action against any Guard arising from Platform Tool data; any consequence to a Guard arising from Platform Tool data is the result of Vendor's exercise of Vendor's own employment authority.

(d) Clearing a Flag. A Vendor-controlled flag is cleared by Vendor, in Vendor's sole discretion, when Vendor has addressed the matter under Vendor's own employment policies; OnGuard does not review, approve, reinstate, audit, endorse, or make the resumption decision for any Vendor-controlled flag. Where a pause instead originates from OnGuard's curation of brokered opportunities under § 4.4(a), resumption of that brokered participation is a marketplace-participation decision in OnGuard's discretion. In all cases, Vendor's response to a flag, including any related employment action, is wholly Vendor's responsibility and is undertaken by Vendor in Vendor's capacity as employer; OnGuard does not direct, supervise, audit, or endorse the substance of any such employment action.

(e) No Direct Guard Communication. OnGuard will not communicate routing-pause determinations, performance evaluations, quality flags, or routing-related discretion decisions directly to any Guard. All such communications, where appropriate, are routed to Vendor.

(f) No Marketplace-Participation Right. Participation on the Platform is at-will for both parties and is not a property, employment, or contractual right of any Guard against OnGuard. Pausing routing under this § 4.4 does not entitle any Guard or Vendor to notice, hearing, appeal, severance, or any other employment-style process from OnGuard.

5. FEES; PAYMENTS; TAXES

5.1 Vendor sets or accepts rates as configured in the Platform. OnGuard may charge platform fees or transaction fees as disclosed to Vendor.

5.2 Client payments to Vendor are processed through third-party payment processors (currently Stripe). OnGuard, in its role as limited payment agent of Vendor, may facilitate invoicing and disbursement, but is not responsible for Vendor's payroll or its remittances to Guards.

5.3 Vendor is responsible for all taxes, withholdings, and contributions relating to its business and its Guards.

6. INSURANCE

Vendor shall maintain, at its expense, with insurers rated A.M. Best A- or better (or equivalent), the following minimum coverages, and shall provide certificates upon request and notice of material changes:

  • Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate (or higher as required by Client/site).
  • Employers' Liability: $500,000 per occurrence.
  • Workers' Compensation: statutory limits in each jurisdiction where Guards perform Services.
  • Professional / Errors & Omissions: $1,000,000 per claim (where applicable).
  • Automobile Liability (if driving is required): $1,000,000 combined single limit.

OnGuard shall be named as an additional insured on Vendor's CGL policy with respect to Vendor's operations on the Platform where permitted by law.

7. BACKGROUND CHECKS AND GUARD ELIGIBILITY

7.1 Vendor shall conduct, or cause to be conducted, criminal background checks and other screening required by law or Client request, and shall ensure Guards meet required eligibility criteria.

7.2 Vendor shall comply with the FCRA and state consumer-reporting laws and shall obtain required notices and authorizations. OnGuard may facilitate an integration with a third-party CRA (e.g., Checkr) but OnGuard is not a CRA and is not the "user" of any consumer report.

7.3 Vendor shall immediately remove and cease assigning any Guard who fails to meet credential requirements or becomes ineligible.

8. DATA PROTECTION AND CONFIDENTIALITY

8.1 Data Roles. Vendor is the controller of employment and payroll Personal Information concerning its Guards. OnGuard is the controller of Platform account and product data. Where OnGuard processes Vendor-controlled data on Vendor's behalf, the parties shall enter DPA terms as required by applicable law.

8.2 Confidentiality. Each party shall protect the other's Confidential Information with no less than reasonable care, use it solely to perform this Agreement, and limit access to those with a need to know.

8.3 Data Security. Vendor shall implement reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the data.

9. RECORDS; AUDIT RIGHTS

Upon reasonable notice and no more than once per 12-month period, OnGuard may audit Vendor's compliance with this Agreement (including insurance, licensing, and background-check compliance), subject to reasonable confidentiality protections. OnGuard shall conduct audits in a manner that does not unreasonably interfere with Vendor's operations.

10. INTELLECTUAL PROPERTY

OnGuard retains all IP rights in the Platform. Vendor grants OnGuard a non-exclusive license to use Vendor-provided content (profiles, schedules, credentials, ratings) to operate the Platform and provide Services. Vendor shall not copy, reverse engineer, or otherwise attempt to derive OnGuard's source code or proprietary technology.

11. PUBLICITY

Vendor may use OnGuard's marks only with OnGuard's prior written permission. OnGuard may use Vendor's name and logo for customer references unless Vendor objects in writing.

12. NO CIRCUMVENTION

During the Term and for twelve (12) months after termination, Vendor shall not knowingly engage Clients introduced through the Platform for new security services contracts outside the Platform with the intent to avoid OnGuard's fees. This provision does not restrict Vendor's pre-existing or independently sourced relationships with such Clients.

13. INDEMNIFICATION

Vendor shall indemnify, defend, and hold harmless OnGuard, its Affiliates, and their officers, directors, and employees from and against any third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

  • (a) Vendor's breach of this Agreement;
  • (b) Vendor's negligent or willful acts or omissions, or those of its Guards;
  • (c) any employment-related claim by a Guard or governmental authority (wage, hour, classification, discrimination, leave, workers' compensation, workplace safety, or otherwise);
  • (d) any claim by a Guard, regulator, or third party alleging that OnGuard is the employer or joint employer of a Guard arising from Vendor's conduct, instructions, or representations;
  • (e) Vendor's failure to maintain required licenses, insurance, or background-check compliance;
  • (f) Vendor's violation of law (including FCRA, wage-and-hour, anti-discrimination, and licensing law);
  • (g) any data breach caused by Vendor's negligence;
  • (h) any security service rendered by Vendor;
  • (i) the content, adequacy, drafting, or execution of any Vendor-authored employment agreement uploaded to or executed via the Platform's document-storage and electronic-signature tooling described in Section 2.5, including any wage, hour, classification, discrimination, leave, breach-of-contract, or other claim by a Guard, regulator, or third party arising from or relating to the terms or omissions of such agreement; and
  • (j) any claim by a Guard, regulator, or third party alleging that a quality flag, pause, resumption, or other routing determination under Section 4.4 — whether configured, initiated, or cleared by Vendor, or exercised by OnGuard as marketplace operator — constituted employment action, discipline, suspension, evaluation, or termination of any Guard by OnGuard, including any wage, hour, retaliation, wrongful-termination, defamation, or due-process-style claim arising from or relating to such a flag or routing decision; and
  • (k) any claim by a Guard, regulator, or third party arising from the deployment, configuration, or operational use of the Platform Tools described in Section 4.4(c) by Vendor or its Guards, or from any action taken (or not taken) by Vendor on the basis of data captured by the Platform Tools, including any privacy, wiretap, surveillance-disclosure, employee-monitoring, biometric, geolocation-tracking, wage-and-hour, retaliation, wrongful-termination, or labor-law claim, except to the extent the claim arises from OnGuard's gross negligence or willful misconduct in the development or operation of the Platform Tools themselves.

14. LIMITATION OF LIABILITY

Except for Vendor's indemnification obligations and liability for fraud, gross negligence, willful misconduct, bodily injury or death, or violations of law, OnGuard's aggregate liability to Vendor under this Agreement shall not exceed the total fees paid by Vendor to OnGuard in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, consequential, special, punitive, or exemplary damages.

15. TERM AND TERMINATION

15.1 Term. Begins on the Effective Date and continues until terminated.

15.2 Termination for Cause. Either party may terminate for material breach not cured within thirty (30) days of written notice; provided that immediate termination is permitted for safety risks, fraud, license revocation, or loss of insurance.

15.3 Termination for Convenience. Either party may terminate upon thirty (30) days' written notice.

15.4 Effect of Termination. Termination does not relieve Vendor of obligations accrued prior to termination, including indemnity, payment, confidentiality, and record-retention obligations.

16. COMPLIANCE WITH LAWS

Vendor shall comply with all applicable federal, state, and local laws, including employment, licensing, tax, privacy, and security-services laws.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law. This Agreement is governed by the internal laws of the State of Delaware, without regard to conflict-of-laws principles. Notwithstanding the foregoing, mandatory provisions of California law apply where Vendor is a California entity or operates in California.

17.2 Informal Resolution. Notice to legal@onguardsolutions.io plus a thirty (30)-day good-faith negotiation period.

17.3 Arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, before a single arbitrator, in New Castle County, Delaware (or San Diego County, California at a CA-based Vendor's election).

17.4 Class Action Waiver.

17.5 Injunctive Relief. Either party may seek injunctive or equitable relief in court.

18. NOTICES

In writing to: OnGuard — legal@onguardsolutions.io and OnGuard Technologies, Inc., 1066 Woods Bog Ave, Middleton, ID 83644; Vendor — the contact information on file.

19. ASSIGNMENT

Vendor may not assign this Agreement without OnGuard's prior written consent, except to a successor in a merger or sale. OnGuard may assign to an Affiliate or in connection with a merger or sale.

20. MISCELLANEOUS

Entire Agreement; Amendments (in writing); Severability; No Waiver; Force Majeure; Independent Contractors; Counterparts; Electronic Signatures.

SIGNATURES

OnGuard Technologies, Inc.

By: ______________________________ Name: Kelly Christenson Title: Chief Executive Officer Date: ______________________________

[Vendor Legal Name]

By: ______________________________ Name: ______________________________ Title: ______________________________ Date: ______________________________

End of Vendor Agreement.